Form 8-K
8-K — Clean Energy Fuels Corp.
Accession: 0001104659-26-047340
Filed: 2026-04-23
Period: 2026-04-22
CIK: 0001368265
SIC: 4932 (GAS & OTHER SERVICES COMBINED)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2612417d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2612417d1_ex10-1.htm)
EX-10.2 — EXHIBIT 10.2 (tm2612417d1_ex10-2.htm)
EX-99.1 — EXHIBIT 99.1 (tm2612417d1_ex99-1.htm)
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GRAPHIC (tm2612417d1_ex99-1img02.jpg)
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8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 22, 2026
CLEAN ENERGY FUELS CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-33480
33-0968580
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
4675
MacArthur Court, Suite 800
Newport Beach, CA
92660
(Address of Principal Executive Offices)
Zip Code
(949) 437-1000
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
symbol(s)
Name
of each exchange on which registered
Common stock, $0.0001 par value per share
CLNE
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
President and Chief Executive Officer Transition
On April 23, 2026, Clean
Energy Fuels Corp. (the “Company”) announced that Barclay F. Corbus, the Company’s former Senior Vice President, Strategic
Development and Head of Renewable Fuels, has been appointed as the Company’s new President and Chief Executive Officer, succeeding
Andrew J. Littlefair effective as of April 22, 2026 (the “Transition Date”).
There are no arrangements
or understandings between Mr. Corbus and any other persons pursuant to which he was selected as an executive officer and director,
there are no family relationships between Mr. Corbus and any of the Company’s other directors or executive officers and he
is not a party to any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K. In connection with his
appointment as President and Chief Executive Officer, Mr. Corbus was appointed to the Company’s Board of Directors (the “Board”),
effective as of the Transition Date, to serve until the Company’s 2026 annual meeting of shareholders, at which time he will be
presented for re-election along with all other members of the Board. Mr. Corbus will not serve as a member of any committee of the
Board.
Mr. Corbus, age 59, has
served as the Company’s Senior Vice President, Strategic Development and Head of Renewable Fuels since December 2021. Prior
to that, Mr. Corbus served as the Company’s Senior Vice President, Strategic Development from September 2007 to December 2021.
From July 2003 to September 2007, Mr. Corbus served as Co-Chief Executive Officer and a director of WR Hambrecht + Co,
an investment bank that managed the Company’s initial public offering. Mr. Corbus joined WR Hambrecht + Co in 1999 and, from
October 2000 to July 2003, served as Head of Investment Banking of WR Hambrecht + Co. From 1989 to 1999, Mr. Corbus worked
with Donaldson, Lufkin & Jenrette. Mr. Corbus currently serves as a director of Bed Bath and Beyond, Inc., a publicly
traded company, a position he has held since March 2007, and is a Trustee of the College of the Atlantic. Mr. Corbus earned
a B.A. in government from Dartmouth College and an M.B.A. from Columbia Business School.
In connection with Mr. Corbus’s
appointment as President and Chief Executive Officer, Mr. Corbus entered into an amended and restated employment agreement with the
Company that is effective as of the Transition Date (the “Employment Agreement”), the material terms of which are summarized
below.
Mr. Littlefair will remain
engaged with the Company following the Transition Date, as he will continue to serve as a non-employee member of the Board and has agreed
to provide consulting services to the Company pursuant to a Transition, Consulting and Release Agreement that is effective as of the Transition
Date (the “Consulting Agreement”), the material terms of which are summarized below.
Corbus Employment Agreement
The Employment Agreement supersedes
and replaces in all respects the existing employment agreement between the Company and Mr. Corbus, dated as of December 31,
2015. The Employment Agreement has an initial term ending April 30, 2029, which will automatically renew for additional one-year
terms unless the Company or Mr. Corbus gives notice of non-renewal at least sixty days prior to the expiration of the then-current
term.
Base Salary and Bonus.
Mr. Corbus will receive an annual base salary of $750,000, subject to increase at the discretion of the Compensation Committee of
the Board. Mr. Corbus will be eligible to earn a target annual bonus equal to 100% of his annual base salary, with any actual bonus
becoming payable based on the achievement of performance objectives determined by the Compensation Committee of the Board each year.
Equity Awards. Mr. Corbus
will continue to be eligible to participate in the Company’s Amended and Restated 2024 Performance Incentive Plan (the “Plan”).
Although the Employment Agreement does not entitle Mr. Corbus to receive any specific equity awards under the Plan, in connection
with his appointment, the Compensation Committee of the Board approved an incremental equity grant of time-vesting restricted stock units
with an intended grant date value equal to $413,000, vesting in three substantially equal annual installments on each of the first three
anniversaries of the Transition Date, subject to Mr. Corbus’s continued provision of services.
Other Benefits. Mr. Corbus
will continue to be eligible to participate in the benefit plans and programs generally available to other similarly situated executives
of the Company, provided that benefits must be on terms and in amounts not less beneficial to Mr. Corbus than those provided by the
plans in effect on the date of the Employment Agreement.
Severance Terms. If
the Company terminates Mr. Corbus’s employment without cause or Mr. Corbus resigns for good reason (each as defined in
the Employment Agreement), or if the Company does not renew the Employment Agreement prior to expiration of the initial term or any renewal
term, Mr. Corbus will be entitled to receive: (i) a lump sum severance payment equal to 150% of his then-current annual base
salary plus 150% of his previous year’s annual cash bonus actually earned, in addition to any accrued obligations and compensation
previously deferred, (ii) after the end of the calendar year in which the termination occurs, payment of Mr. Corbus’s
bonus for the year of termination (if any), based on actual performance and without pro-ration, (iii) continuing participation in
the benefit programs in which Mr. Corbus was enrolled at the time of termination, at the Company’s expense, for a period of
one year from the date of termination, and (iv) full acceleration of all outstanding equity awards, with performance-based awards
vesting at target. If Mr. Corbus’s employment is terminated without cause or for good reason within six months prior to or
one year following a change in control (as defined in the Employment Agreement) of the Company, he will be entitled to the severance benefits
described above, except that the cash severance multiple will be 300% of his then-current base salary and 300% of his prior year actual
bonus. In consideration of his receipt of any severance benefits under the Employment Agreement, and as a precondition to their receipt,
Mr. Corbus must execute and deliver, and not revoke, a release in favor of the Company in substantially the form attached to the
Employment Agreement.
The foregoing description
of the Employment Agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated by reference herein.
Littlefair Consulting Agreement
Under the terms of the Consulting
Agreement, Mr. Littlefair resigned from employment with the Company as its President and Chief Executive Officer effective as of
the Transition Date and entered into a consulting arrangement with the Company for a period of three years (the “Consulting Term”).
During the Consulting Term, Mr. Littlefair will provide strategic advisory and government-relations services to the Company under
the direction of the Board.
Pursuant to the Consulting
Agreement and in connection with Mr. Littlefair no longer being a full-time employee of the Company, Mr. Littlefair will be
entitled to: (i) all accrued but unpaid salary and vacation through the Transition Date and (ii) provided Mr. Littlefair
executes and does not revoke a general release of claims against the Company and its affiliates, (a) any 2026 annual bonus Mr. Littlefair
would have received had his employment as President and Chief Executive Officer continued through the end of the year, provided that such
bonus does not exceed 150% of his 2025 base salary, (b) a monthly stipend intended to cover benefits of $5,000 per month
during the first eighteen months of the Consulting Term (for an aggregate of $90,000), which the parties may choose to implement through
COBRA premium reimbursement and (c) annual life insurance premiums for five years in the amount of $43,485 per year for a maximum
of $217,425.
In addition, pursuant to the
Consulting Agreement, Mr. Littlefair will be entitled to a base consulting retainer at a rate of $750,000 per year during the Consulting
Term. Mr. Littlefair was also granted an award of time-vesting restricted stock units with an intended grant date value equal to
$1,000,000, vesting in three substantially equal annual installments on each of the first three anniversaries of the Transition Date,
subject to his continued provision of services under the Consulting Agreement. Mr. Littlefair will only earn the consulting retainer
and vest in his consulting equity award to the extent he continues to provide the consulting services contemplated by the Consulting Agreement.
The Consulting Agreement provides
that the Company may terminate the Consulting Agreement for cause (as defined in the Consulting Agreement). Mr. Littlefair may also
terminate the Consulting Term for any reason upon thirty days’ written notice. Mr. Littlefair will be subject to confidentiality
obligations regarding the Company’s trade secrets, confidential information, and proprietary information.
The foregoing description
of the Consulting Agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.2
to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01
Regulation FD Disclosure.
On April 23, 2026, the
Company issued a press release announcing Mr. Corbus’s appointment as the Company’s President and Chief Executive Officer
to succeed Mr. Littlefair in that role. A copy of such press release is attached hereto as Exhibit 99.1.
The information contained
in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Employment Agreement by and between the Company and Barclay F. Corbus, dated as of April 22, 2026.
10.2
Transition, Consulting and Release Agreement by and between the Company and Andrew J. Littlefair, dated as of April 22, 2026.
99.1
Press Release, dated April 23, 2026, issued by Clean Energy Fuels Corp.
104
Cover Page Interactive Data File (embedded with the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: April 23, 2026
Clean Energy Fuels Corp.
By:
/s/ Robert M. Vreeland
Name: Robert M. Vreeland
Title: Chief Financial Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2612417d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into as of April 22, 2026 (the “Restatement Date”) by and between Clean
Energy Fuels Corp., a Delaware corporation (“Employer” or the “Company”), and Barclay F. Corbus (“Employee”).
RECITALS
A. Employee has served as Senior Vice President, Strategic Development and Head of Renewable Fuels of Employer
and Employer’s subsidiaries.
B. Employer desires to appoint Employee as President and Chief Executive Officer of Employer in order retain
the benefit of Employee’s skill, knowledge and experience in order to insure the continued successful operation of its business
and that of its operating subsidiaries, and Employee desires to render services to Employer as its President and Chief Executive Officer.
C. Employee and Employer previously entered into an employment agreement dated as of December 31, 2015 (as
subsequently amended the “Prior Agreement’) and the parties now desire to entirely amend and restate the Prior Agreement as
provided herein.
AGREEMENT
In consideration of the good and valuable consideration
and mutual promises and covenants contained herein, the parties agree as follows:
1. Background: This Agreement terminates and supersedes all prior written and oral agreements,
including without limitation the Prior Agreement, and sets forth the terms and conditions of Employee’s continued employment with
Employer.
2. Term: Employer agrees to employ Employee and Employee agrees to serve Employer, in accordance
with the terms of this Agreement, for a term commencing on the Restatement Date and ending on April 22, 2029 (the “Term”),
unless this Agreement is earlier terminated in accordance with the provisions herein. This Agreement shall thereafter renew automatically
for consecutive one (1) year periods (each, a “Renewal Term”) unless either party gives written notice to the other party
of its intent not to renew within sixty (60) days of the expiration of the Term or any Renewal Term, as applicable. Any such renewal
shall be on the same terms and conditions as this Agreement.
3. Duties of Employee: Employee will serve as President and Chief Executive Officer of Employer,
and as such, Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time
to time which are appropriate for a president and chief executive officer of an organization the size of Employer that is engaged in the
type of business engaged in by Employer and Employer agrees to assign to Employee only such duties. As President and Chief Executive
Officer, Employee shall report only to the Board of Directors of Employer (“Board”). The duties of Employee may be changed
from time to time by the mutual agreement of the Employer and Employee. Notwithstanding any such change from the duties originally
assigned, or hereafter assigned, the employment of Employee will be construed as continuing under this Agreement. However, if Employer
shall (i) materially diminish Employee’s duties, title, authority, responsibilities, Base Salary (as defined below in Section 4(a))
or annual Incentive Compensation (as defined below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require
Employee to report to any person other than the Board, or (iv) change Employee’s principal place of employment to outside a radius
of twenty-five (25) miles of 4675 MacArthur Court, Newport Beach, California (each, a “Good Reason”), or if Employer does
not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance
Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections
5(i) and 5(j). Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s
duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do
not substantially interfere with the service to be rendered by Employee hereunder.
Page 1 of 15
4. Compensation:
a. Base Salary. During the Term or any Renewal Term, Employer agrees to pay Employee an annual
base salary of $750,000 (“Base Salary”), which shall be earned and payable in accordance with Employer’s usual
and customary payroll practices as in effect from time to time; provided, however, that pro-rata payments of Base Salary shall occur at
least once every thirty (30) days. Any increase in Base Salary shall be as determined from time to time in the sole discretion of
the Compensation Committee of the Board. Employee’s Base Salary shall not be reduced below $750,000 without Employee’s
consent.
b. Incentive Compensation. Employee shall be eligible for a target annual performance bonus
(“Incentive Compensation”) of one hundred percent (100%) of Base Salary. Any increase in Employee’s target
Incentive Compensation shall be as determined from time to time in the sole discretion of the Board. Incentive Compensation will
be (1) determined in accordance with certain financial and operational objectives to be determined in the sole discretion of the
Compensation Committee of the Board within forty-five (45) days following the commencement of each fiscal year of Employer during the
Term or any Renewal Term, and (2) paid no later than March 15th immediately following the fiscal year in which the Incentive
Compensation was earned. Incentive Compensation for partial years will be prorated.
c. Additional Benefits. Employee shall also be eligible to participate in any pension plan, profit-sharing
plan, life, medical, dental, disability, or other insurance plan or other plan or benefit as from time to time is in effect during the
term of this Agreement that Employer may provide generally for management-level employees of Employer (collectively, “Additional
Benefits”) provided, however, that while this Agreement remains in force, Employer will provide for Employee, at Employer’s
expense, participation in medical, dental and vision coverage short-term disability, long-term disability, AD&D, and life insurance
benefits on terms and in amounts not less beneficial to Employee than those provided by the plans, in effect on the date hereof, subject
to a determination of Employee’s eligibility under said programs in accordance with their respective terms. Said coverage
will be in existence or will take effect as of the commencement of the Term and will continue while this Agreement remains in force.
Employer’s liability to Employee for any breach of this paragraph will be limited to the amount of premiums payable by Employee
to obtain or retain the coverage contemplated herein.
d. Vacation. Employee shall be entitled to twenty-five (25) business days of paid vacation each
twelve (12) months of the Term or any Renewal Term, in accordance with Employer’s practices and policies which are applicable to
its management-level employees.
5. Termination. The compensation and other benefits provided to Employee pursuant to this Agreement,
and the employment of Employee by Employer, shall be terminated only as provided in this Section 5.
a. Death. If Employee’s employment hereunder is terminated by reason of Employee’s
death, this Agreement shall then terminate without further obligations to Employee (or Employee’s heirs or legal representatives)
other than for:
i. payment of the sum of (A) unpaid Base Salary earned through the date of termination of Employee’s
employment and any Incentive Compensation earned for the prior fiscal year to the extent not theretofore paid, (B) any compensation previously
deferred by Employee (together with any accrued interest or earnings thereon) if so properly elected by Employee to be paid out upon termination
of Employee’s employment (or Employee’s death), and (C) any vacation pay accrued through the date of termination of Employee’s
employment to the extent not theretofore paid, (for purposes of this Agreement, the preceding clauses (A), (B) and (C) collectively
are the “Accrued Obligations”). Any Accrued Obligations shall be paid in a single lump sum in cash within ten (10) days
after the date of termination of Employee’s employment or any earlier time period required by applicable law or at any other time
specified in a deferral election or deferred compensation plan;
Page 2 of 15
ii. payment of any amount due to Employee pursuant to the terms of any applicable benefit plan;
iii. payment of a prorated portion, based on the number of days during the fiscal year during which Employee’s
termination occurs, of the Incentive Compensation that would be payable in respect of last fiscal year (based on the criteria applicable
for that fiscal year) (the “Pro-Rated Incentive Compensation”); and
iv. all of Employee’s outstanding equity awards will vest in full on the date of termination (with any
performance-based awards to vest based on the target level of performance), provided that this clause (4) shall not supersede any equity
acceleration provided under an applicable award agreement that is more favorable to Employee (the “Equity Acceleration”)
Payment of the Pro-Rated Incentive Compensation
shall be made after the end of the fiscal year of termination of Employee’s employment but no later than March 15th following
such fiscal year. For purposes of this Agreement, the preceding clause (ii), the Pro-Rated Incentive Compensation and the Equity
Acceleration collectively are the “Other Compensation”. Payment of the Accrued Obligations and Other Compensation shall
be made to Employee’s estate or beneficiary as applicable.
b. Disability. If the Board determines that Employee has become permanently disabled which shall
be defined as the Employee’s inability to perform the essential functions of employee’s position, with or without reasonable
accommodation, because of illness or incapacity substantiated by appropriate medical authority, to render services of the character contemplated
by this Agreement over a period of six (6) consecutive months, then Employee’s employment shall then terminate without further
obligations to Employee (or Employee’s heirs or legal representatives) under this Agreement other than for payment to Employee or
Employee’s representative, as applicable, of the Accrued Obligations and Other Compensation with such payments occurring at the
times that are specified in Section 5(a).
c. For Cause. Employee’s employment hereunder shall be terminated and all of Employee’s
rights to receive further compensation shall terminate upon a determination by Employer, acting in good faith, that Employee (1) has
committed a material act of dishonesty against Employer, (2) has been convicted of a felony involving moral turpitude or (3) has
committed a material breach of Sections 7(f), 7(g), 7(h) or 7(i) of this Agreement (each of the foregoing acts identified in
clauses (1) , (2) and (3) shall constitute “Cause”). Employer shall then have no further obligations
to Employee (or Employee’s heirs or legal representatives) under this Agreement other than for payment to Employee of the Accrued
Obligations with such payment occurring at the time that is specified in Section 5(a).
d. Involuntary Departure. Notwithstanding any other provision of this Section 5, the Board
shall have the right to terminate Employee’s employment at any time without Cause, but in the event of such termination, or a non-renewal
of this Agreement by Employer prior to expiration of the Term or any Renewal Term, or a resignation by Employee for Good Reason, Employee
shall be eligible to receive:
i. the sum of (A) the Accrued Obligations (which will be paid at the time specified in Section 5(a)),
(B) one hundred and fifty percent (150%) of one (1) years current Base Salary, and (C) one hundred and fifty
percent (150%) of the previous fiscal year’s earned Incentive Compensation;
Page 3 of 15
ii. payment of the Incentive Compensation that would be payable in respect of the fiscal year in which Employee’s
date of termination occurs (based on the criteria applicable for that fiscal year) without any pro-ration;
iii. continuing participation for a period of one (1) year from the date of termination of Employee’s
employment at Employer expense in the Additional Benefits in which Employee was enrolled at the time of such termination, provided, however,
that such continued participation shall in all cases be subject to the applicable plan’s terms and conditions governing participation
by non-employees after their termination of employment; and
iv. all of Employee’s outstanding equity awards will vest in full on the date of termination (with any
performance-based awards to vest based on the target level of performance), provided that this clause (iv) shall not supersede any equity
acceleration provided under an applicable award agreement that is more favorable to Employee.
For purposes of this Agreement, “Severance
Benefits” shall consist of the benefits provided by the preceding clauses (i)(B), (i)(C), (ii) and (iii). In consideration
of the receipt of the Severance Benefits, and as a precondition to their receipt, Employee must timely satisfy the Release requirements
specified in Section 5(j). The cash Severance Benefits shall be paid to Employee as described in Section 5(j), provided that the
Incentive Compensation payment contemplated by 5(d)(ii) above shall be made after the end of the fiscal year of termination of Employee’s
employment but no later than March 15th following such fiscal year. For purposes of this Agreement, with respect to payments
of any amounts that are considered to be “nonqualified deferred compensation” subject to Section 409A or exempt from Section
409A under Treasury Regulation §§ 1.409A-1(b)(9) (“separation pay plans”), a termination of Employee’s employment
must constitute a “separation from service” as defined by Internal Revenue Code Section 409A.
e. Voluntary Departure. If Employee’s employment hereunder is terminated due to Employee’s
resignation without Good Reason, all of Employee’s rights to receive compensation shall immediately cease other than for payment
to Employee of the Accrued Obligations, with such payment of the Accrued Obligations occurring at the time that is specified in Section
5(a), except to the extent otherwise required by an applicable benefit plan or separate written agreement.
f. Involuntary Departure After Change in Control
i. If,
A. (1) Any “person”, other than an existing shareholder of Employer as of January 1, 2006,
is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of securities of the Employer representing forty percent (40%) or more, of the combined voting power of the Employer’s
then outstanding securities (for purposes of this Section 5(f)(i), the term “person” shall mean a person as defined or
referred to in Section 3(a)(9) and/or 13(d)(1), et seq. of the Securities Exchange Act of 1934, as amended., and the associated
rules of the Securities and Exchange Commission promulgated thereunder), or (2) a merger or consolidation of Employer in which its
voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent,
a majority of the combined voting power of all voting securities of the surviving entity immediately after the merger or consolidation,
or (3) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all
of the assets of Employer or a liquidation or dissolution of Employer, or (4) individuals who, as of the date of this Agreement, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided that, other
than in connection with an actual or threatened proxy contest, any individual who becomes a director subsequent to the date of this Agreement,
whose election, or nomination for election by the stockholders of Employer, was approved by the vote of at least a majority of the directors
then in office shall be deemed a member of the Incumbent Board (hereinafter, a “Change in Control”) (and for purposes of this
Agreement, a “Change in Control” must also constitute a change in the ownership, effective control or ownership of a substantial
portion of the assets of Employer within the meaning of Code Section 409A); and
Page 4 of 15
B. Employer terminates Employee’s employment with the Employer without Cause within six (6) months
prior to or one (1) year after the date of the Change in Control (including any non-renewal of this Agreement by Employer prior to expiration
of the Term or any Renewal Term during such period), or if Employee resigns for Good Reason within six (6) months prior to or one (1)
year after the date of the Change in Control;
then notwithstanding any other provision
of this Agreement to the contrary and as a substitute therefor, Employee shall be eligible to receive:
1. the sum of (A) the Accrued Obligations (paid at the time specified in Section 5(a)), (B) three
hundred percent (300%) of one (1) years’ current Base Salary, and (C) three hundred percent (300%) of the previous
fiscal year’s earned Incentive Compensation;
2. payment of the Incentive Compensation that would be payable in respect of the fiscal year in which Employee’s
date of termination occurs (based on the criteria applicable for that fiscal year) without any pro-ration;
3. continuing participation for a period of one (1) year from the date of termination of Employee’s
employment at Employer expense in the Additional Benefits in which Employee was enrolled at the time of such termination, provided, however,
that such continued participation shall in all cases be subject to the applicable plan’s terms and conditions governing participation
by non-employees after their termination of employment; and
4. all of Employee’s outstanding equity awards will vest in full on the date of termination (with any
performance-based awards to vest based on the target level of performance), provided that this clause (4) shall not supersede any equity
acceleration provided under an applicable award agreement that is more favorable to Employee.
In consideration of the receipt of the
Change in Control Benefits (which are all the benefits described in this Section 5(f)(i) other than the Accrued Obligations),
and as a precondition to their receipt, Employee must timely satisfy the Release requirements specified in Section 5(j). The cash
Change in Control Benefits shall be paid to Employee as described in Section 5(j), provided that the Incentive Compensation payment contemplated
by 5(f)(i)(B)(2) above shall be made after the end of the fiscal year of termination of Employee’s employment but no later than
March 15th following such fiscal year.
Page 5 of 15
ii. Notwithstanding anything contained in this Agreement to the contrary, if following a change in ownership
or effective control or in the ownership of a substantial portion of assets (in each case, within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”)), the tax imposed by Section 4999 of the Code or any similar or successor tax
(the “Excise Tax”) applies to any payments, benefits and/or amounts received by Employee pursuant to this Agreement or otherwise,
including, without limitation, any acceleration of the vesting of outstanding equity awards (collectively, the “Total Payments”),
then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall
be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction
to the Total Payments shall be made only if the total after-tax benefit to Employee is greater after giving effect to such reduction than
if no such reduction had been made. If such a reduction is required, Employer shall reduce or eliminate the Total Payments by first reducing
or eliminating any cash payments under this Agreement, then by reducing or eliminating any accelerated vesting of equity awards subject
to performance vesting conditions, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or
eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest
in time from the date of the transaction triggering the Excise Tax and in all cases in a manner consistent with the requirements of Code
Section 409A and intended to provide Employee with the greatest economic benefit possible. The provisions of this Section 5(f)(ii) shall
take precedence over the provisions of any other plan, arrangement or agreement governing Employee’s rights and entitlements to
any benefits or compensation. Any determination under this Section 5(f)(ii) shall be made in writing in good faith by an independent accounting
firm or consultants of nationally recognized standing (the “Independent Advisors”) selected by the Company and acceptable
to Employee, which shall provide detailed supporting calculations to Employer and Employee as requested by Employer or Employee. The Independent
Advisors’ determinations shall be final and binding on Employer and Employee. Employer shall bear all costs the Independent Advisor
may reasonably incur in connection with its services.
g. Severance Calculation For calculating the severance payments in this Section 5, Base Salary and
Incentive Compensation shall be determined as of the date of Employee’s termination and without regard to any reduction in such
amounts giving rise to Employee’s resignation for Good Reason.
h. Special Required Delay in Payments under Internal Revenue Code Section 409A. Notwithstanding
any provision in this Agreement to the contrary, if Employee is a “specified employee” as defined under Code Section 409A
as of the date of his separation from service, then to the extent necessary to comply with Code Section 409A and avoid the imposition
of taxes under Code Section 409A, Employer shall defer payment of “nonqualified deferred compensation” subject to Code
Section 409A payable as a result of and within six (6) months following such separation from service until the earlier of (i) ten
(10) business days after Employer receives notification of Employee’s death or (ii) the first business day of the seventh
month following Employee’s separation from service. Any such delayed payments shall be made without interest.
i. Good Reason Procedural Conditions. In order for Employee to resign his employment for Good
Reason and be eligible for the applicable severance benefits under this Agreement, Employee must notify Employer in writing within ninety
(90) days following the initial existence of the Good Reason condition and Employer shall be then be given thirty (30) days from its receipt
of such notice during which Employer may remedy or cure such condition (“Remedy Period”). If Employer does not
cure or remedy such Good Reason condition(s) during the Remedy Period, then Employee must resign his employment within thirty (30)
days after the end of the Remedy Period and must also timely comply with the Release requirements of Section 5(j) in order to
receive the applicable severance benefits.
Page 6 of 15
j. Release of Claims Requirements. In consideration of the receipt of any severance benefits
under this Agreement, and as a precondition to their receipt, Employee must execute and not revoke and deliver to the Company a release
of all known and unknown claims substantially in the form attached hereto as Exhibit A (the “Release”). Employee
shall be granted a twenty-one (21) day period (or such other time period required by applicable law but not to exceed forty-five (45)
days) commencing within ten (10) days after termination of Employee’s employment in which to review and study the Release and consult
with an attorney prior to deciding whether to execute the Release. Employee’s failure to timely execute and deliver such Release
within the prescribed time period (or Employee’s revocation of the Release) shall be deemed to be a waiver of Employee’s ability
to receive any of the applicable severance benefits. If the Release is executed and delivered and no longer subject to revocation as provided
herein, then any cash severance benefits shall be paid on the 70th day following the termination of Employee’s employment
(other than the Pro-Rated Incentive Compensation or Incentive Compensation becoming payable pursuant to Section 5(d) or 5(f), which shall
be paid as specified in Section 5(a), (d) or (f), as applicable), except to the extent that such payments are further delayed pursuant
to the application of Section 5(h). If Employee’s employment terminates within six (6) months prior to the date of the Change in
Control under circumstances entitling Employee to the Change in Control Benefits and the Change in Control does not occur until after
the 70th day following the termination of Employee’s employment, Employee shall initially be paid the cash Severance
Benefits specified in Sections 5(d)(i)(B) and (C) on such 70th day, and shall be paid any additional amounts becoming payable
pursuant to Sections 5(f)(i)(B)(1)(B) and (C) within ten (10) days following the date of the Change in Control.
6. Business Expenses. During the term of this Agreement, to the extent that such expenditures
satisfy the criteria under the Code for deductibility by Employer (whether or not fully deductible by Employer) for federal income tax
purposes as ordinary and necessary business expenses, Employer shall reimburse Employee promptly for usual and customary business expenditures
incurred in pursuit and in furtherance of Employer’s business which are documented in accordance with procedures established from
time to time by Employer. In addition, Employer shall pay or reimburse Employee for the reasonable attorneys’ fees incurred by Employee
in connection with the negotiation of this Agreement in an amount not to exceed $20,000. Such payment or reimbursement shall be paid or
made within ten (10) days following submission of documentation evidencing such fees in accordance with the Company’s expense reimbursement
policy.
7. Miscellaneous
a. Succession; Survival. This Agreement is personal to Employee and is not, without the prior
written consent of Employer, assignable by Employee. This Agreement shall inure to the benefit of the parties hereto and their respective
executors, administrators, personal representatives, successors and assigns. As used herein, with respect to Employer, “successor”
and “assignee” shall include any person, firm, corporation or other business entity which at any time, whether by purchase,
merger or otherwise, directly or indirectly, acquires the stock of Employer or to which Employer assigns this Agreement by operation of
law or otherwise.
b. Notices. Any notice or other communication provided for in this Agreement shall be in writing
and shall be deemed sent if sent as follows:
If to Employer:
Clean Energy Fuels Corp.
4675 MacArthur Court, Suite 800
Newport Beach, California 92660
Facsimile: (949) 724-1459
Attention: Chairman of the Board
If to Employee:
Barclay F. Corbus
4675 MacArthur Court, Suite 800
Newport Beach, California 92660
Facsimile: (949) 724-1459
or at such other address as a party may
from time to time in writing designate. Each such notice or other communication shall be effective (i) if given by telecommunication.
when transmitted to the applicable number so specified in this Section 7(b) and an appropriate answerback or confirmation of
delivery is received, (ii) upon receipt, if given by U.S. certified mail, return receipt requested, addressed as aforesaid, or (iii) one
(1) day after being deposited with a reputable overnight courier, addressed as aforesaid.
Page 7 of 15
c. Entire Agreement: Amendments. This Agreement contains the entire agreement of the Employer and
Employee relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be valid unless
made in writing and signed by Employee and, on behalf of Employer, by an officer or Board Member expressly so authorized by the Board.
Employer represents this Agreement has been approved by the Board or the Compensation Committee of the Board.
d. Waiver. No failure on the part of Employer or Employee to exercise or to delay in exercising
any right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further
or other exercise of such right or any other right.
e. Attorneys’ Fees in Action on Contract. If any litigation shall occur between Employee
and Employer which arises out of or as a result of this Agreement, or which seeks an interpretation of this Agreement, the prevailing
party shall be entitled to recover all costs and expenses of such litigation, including reasonable attorneys’ fees and costs.
f. Confidentiality Proprietary Information. Employee agrees to not make use of or otherwise
disclose, directly or indirectly, any trade secret or other confidential or proprietary information concerning the business (including,
but not limited to, its products, employees, services, practices or policies) of Employer or any of its affiliates of which Employee may
learn or be aware, except to the extent such use or disclosure is (1) necessary to the performance of this Agreement and reasonably
determined by Employee to be in furtherance of Employer’s interests or (2) required by applicable law.
g. The provisions of this Section 7(f) shall survive the termination, for any reason, of this Agreement.
h. Trade Secrets. Employee, prior to and during the term of employment has had and will have
access to and become acquainted with various trade secrets, consisting of software, plans, formulas, patterns, devices, secret inventions,
processes, customer lists, contracts, and compilations of information, records and specifications, which are owned by Employer or by its
affiliates and are regularly used in the operation of their respective businesses and which may give Employer an opportunity to obtain
an advantage over competitors who do not know or use such trade secrets. Employee agrees and acknowledges that Employee has been
granted access to these valuable trade secrets only by virtue of the confidential relationship created by Employee’s employment
and Employee’s prior relationship to, interest in and fiduciary relationships to, Employer. Employee shall not disclose any
of the aforesaid trade secrets, directly or indirectly, or use them in any way, either during the term of this Agreement or at any time
thereafter, except as required in the course of Employee’s employment by Employer hereunder and as Employee may reasonably believe
to be for Employer’s benefit. All records, files, documents, drawings, specifications, software, equipment, and similar items
relating to the business of Employer or its affiliates, including, without limitation, all records relating to customers (the “Documents”),
whether prepared by Employee or otherwise coming into Employee’s possession, shall remain the exclusive property of Employer or
such affiliates and shall not be removed from the premises of Employer or its affiliates under any circumstances whatsoever unless the
Documents are being removed by Employee in context of performing the services required herein. Upon termination of Employee’s
employment, Employee agrees to deliver promptly to Employer all Documents in Employee’s possession or under the control of Employee.
The provisions of this Section 7(g) shall survive the termination, for any reason, of this Agreement. Notwithstanding any provisions
in this agreement or Company policy applicable to the unauthorized use or disclosure of trade secrets, Employee is hereby notified that,
under the Defend Trade Secrets Act as contained in 18 U.S.C. § 1833, Employee cannot be held criminally or civilly liable under any
Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government
official, either directly or indirectly, or to an attorney; and (ii) solely for reporting or investigating a suspected violation of law.
Employee also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected
violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding,
if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except under court
order provided the Employee’s actions are consistent with 18 U.S.C. § 1833.
Page 8 of 15
i. Trade Secret and Confidential Information Protection.
Employee agrees that following the termination
of Employee’s employment for any reason, Employee will not use, disclose, or rely upon any trade secrets, as defined by applicable
law, or any other legally protectable confidential or proprietary information of Employer or its affiliates to:
(i) solicit, recruit, induce, or encourage
any employee, officer, director, consultant, or independent contractor of Employer or its affiliates to terminate, modify, or diminish
such person’s employment or other business relationship with Employer or its affiliates;
(ii) solicit, divert, take away, or interfere
with any customer, client, supplier, vendor, referral source, payor, or other business relationship of Employer or its affiliates; or
(iii) solicit, divert, induce, or encourage
any independent contractor, consultant, supplier, vendor, or other business relation of Employer or its affiliates to terminate, modify,
or enter into the same or a similar business relationship with any other person or entity.
For the avoidance of doubt, this Section
does not prohibit Employee from engaging in lawful competition following the termination of Employee’s employment, including soliciting
or accepting business or communicating with employees, customers, contractors, suppliers, or other business relations of Employer or its
affiliates, so long as Employee does not use, disclose, or rely upon Employer’s or its affiliates’ trade secrets or other
legally protectable confidential or proprietary information in doing so. Nothing in this Section is intended to restrain Employee from
engaging in a lawful profession, trade, or business to the fullest extent permitted by California law.
Nothing in this Section prohibits Employee
from making any disclosure protected by law, including under California law, the Defend Trade Secrets Act, or any applicable whistleblower
law or regulation. The provisions of this Section shall survive the termination, for any reason, of this Agreement.
j. Inventions and Patents. Except as may be limited by Section 2870 of the California Labor
Code, all inventions, designs, improvements, patents, copyrights, and discoveries conceived by Employee during the term of this Agreement
which are useful in or directly or indirectly related to the business of Employer, or to any experimental work carried on by Employer,
shall be the property of Employer. Employee will promptly and fully disclose to Employer all such inventions, designs, improvements
and discoveries (whether developed individually or with other persons) and shall take all steps necessary and reasonably required to assure
Employer’s ownership thereof and to assist Employer in protecting or defending Employer’s proprietary rights therein.
Employee acknowledges hereby receipt of written notice from Employer pursuant to Labor Code Section 2870 that this Agreement (to
the extent it requires an assignment or offer to assign rights to any invention of Employee) does not apply to an invention which qualifies
fully under the provisions of California Labor Code Section 2870. The provisions of this Section 7(i) shall survive
the termination, for any reason, of this Agreement.
k. Place of Employment. The principal place of employment shall be within a radius of twenty-five
(25) miles of 4675 MacArthur Court, Newport Beach, California, provided, however, that Employee will be expected to engage in regular
travel as Employer may reasonably request or as may be required for the proper rendition of services hereunder.
Page 9 of 15
l. Severability. If this Agreement shall for any reason be or become unenforceable in any material
respect by any party, this Agreement shall thereupon terminate and become unenforceable by the other party as well. In all other
respects, if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain
in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless
remain in full force and effect in all other circumstances, to the fullest extent permitted by law.
m. Withholding Deductions. All compensation payable hereunder, including Base Salary and other
benefits, shall be subject to applicable taxes, withholdings and other required, normal or elected employee deductions.
n. Remedies. Employee expressly agrees that Employer shall be entitled to the remedies of injunction,
specific performance and other equitable relief to prevent any violation of Sections 7(f), (g), (h), or (i) of this Agreement.
This Section 7(m) shall not be construed as a waiver of any other rights or remedies which Employer may have for damages or
otherwise. Any action brought to enforce the provisions set forth in this Section 7(m) shall be brought in the Orange
County Superior Court. Employee, by execution of this Agreement, hereby submits to the jurisdiction of the Orange County Superior Court.
o. Arbitration. Except as otherwise provided in this Agreement, any controversy or claim arising
out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Orange County, California.
i. Judicial Arbitration and Mediation Services. The arbitration shall be administered by Judicial
Arbitration and Mediation Services (“JAMS”) in its Orange County, California office.
ii. Arbitrator. The arbitrator shall be a retired superior court judge of the State of California
affiliated with JAMS.
iii. Employer shall bear all arbitration forum costs and arbitrator compensation to the extent required by
applicable law, including all costs unique to arbitration. Employee shall not be required to pay any greater amount than Employee would
be required to pay to commence or maintain a civil action in a court of competent jurisdiction.
iv. Provisional Remedies and Appeals. Each of the parties reserves the right to file with the
Orange County Superior Court an application for temporary or preliminary injunctive relief, writ of attachment, writ of possession, temporary
protective order and/or appointment of a receiver on the grounds that the arbitration award to which the applicant may be entitled may
be rendered ineffectual in the absence of such relief.
v. Enforcement of Judgment. Judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. The award of the arbitrator shall be binding, final, and nonappealable.
vi. Discovery. The parties may obtain discovery in aid of the arbitration to the fullest extent
permitted under law, including California Code of Civil Procedure Section 1283.05. All discovery disputes shall be resolved
by the arbitrator.
vii. Consolidation. Any arbitration hereunder may be consolidated by JAMS with the arbitration
of any other dispute arising out of or relating to the same subject matter when the arbitrator determines that there is a common issue
of law or fact creating the possibility of conflicting rulings by more than one arbitrator. Any disputes over which arbitrator shall
hear any consolidated matter shall be resolved by JAMS.
Page 10 of 15
viii. Power and Authority of Arbitrator. The arbitrator shall not have any power to alter, amend,
modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement
or is not available in a court of law.
ix. Governing Law. All questions in respect of procedure to be followed in conducting the arbitration
as well as the enforceability of this Agreement to arbitrate which may be resolved by state law shall be resolved according to the laws
of the State of California. Any action brought to enforce the provisions of this Section shall be brought in the Orange County
Superior Court. All other questions in respect to this Agreement, including but not limited to the interpretation, enforcement of
this Agreement (other than the right to arbitrate), and the rights, duties and liabilities of the parties to this Agreement shall be governed
by California law.
p. Waiver of Jury Trial. In the event that any dispute shall arise between Employee and Employer,
and notwithstanding the provisions of Section 7(n), litigation ensues, WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS AGREEMENT,
THE PARTIES EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL AND AGREE THAT ANY SUCH LITIGATION SHALL BE TRIED BY A JUDGE
WITHOUT A JURY.
q. Representation By Counsel; Interpretation. Employer and Employee each acknowledge that each
party to this Agreement has had the opportunity to be represented by counsel in connection with this Agreement. Accordingly, any
rule of law, including, but not limited to, Section 1654 of the California Civil Code, or any legal decision that would require
interpretation of any claimed ambiguities in this Agreement against the party that drafted it, has no application and is expressly waived.
The provisions of this Agreement shall be interpreted in a reasonable manner to affect the intent of the parties.
r. Code Section 409A
i. General. It is the intent of Employer and Employee that the payments and benefits under this Agreement
shall comply with or be exempt from Code Section 409A, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted
to be in compliance with or exempt from Code Section 409A. In no event whatsoever shall Employer be liable for any additional tax, interest
or penalty that may be imposed on Employee pursuant to Code Section 409A or for any damages for failing to comply with Code Section 409A.
All references to Code Section 409A shall be interpreted to include Code Section 409A and all regulations and guidance promulgated thereunder.
Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall
be deemed to be a separate payment for purposes of Section 409A.
ii. Reimbursements and In-Kind Benefits. To the extent any reimbursements or in-kind benefits under
this Agreement are subject to Code Section 409A, (A) all such expenses or other reimbursements under this Agreement shall be made
on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee; (B) any right
to such reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit; and (C) no such reimbursement,
expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year.
iii. Offsets. Notwithstanding any other provision of this Agreement to the contrary, in no event shall
any payment under this Agreement that is subject to Code Section 409A be subject to offset, counterclaim, or recoupment by any other amount
unless otherwise permitted by Code Section 409A.
[Remainder of page intentionally blank]
Page 11 of 15
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the Restatement Date.
“EMPLOYER”
CLEAN ENERGY FUELS CORP., a
Delaware corporation
By:
/s/ Stephen Scully
Name:
Stephen Scully
Title:
Chairman of the Board
“EMPLOYEE”
/s/ Barclay F. Corbus
Barclay F. Corbus
Page 12 of 15
EXHIBIT A
RELEASE
THIS RELEASE (the “Release”) is
being executed and delivered by Barclay F. Corbus (“Employee”) on , pursuant to that certain
Amended and Restated Executive Employment Agreement, dated as of April 22, 2026, by and between Clean Energy Fuels Corp , a Delaware
Corporation (“Employer”, and Employee (the “Employment Agreement”).
Employee, intending to be legally bound and for
good and valuable consideration, including that received pursuant to Section 5 of the Employment Agreement, and conditioned upon
and subject to the receipt of such consideration, hereby agrees as follows:
Employee hereby irrevocably and unconditionally
releases, acquits and forever discharges Employer, and any of its subsidiaries, parents, affiliates, managing agents, employees, professional
employer organizations (PEO), staffing agencies, servants, consultants, agents, directors, officers, independent contractors, representatives,
insurance carriers and attorneys (and the servants, agents, employees, directors, officers, independent contractors, representatives,
consultants, insurance carriers and attorneys of any such subsidiaries, parents affiliates, PEO’s, or staffing agencies), and all
persons acting by, through, under or in concert with any of them, and each of their respective heirs, successors, and assigns (hereinafter
collectively referred to as "Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including
attorney's fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not
limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing,
express or implied, or any tort including defamation, or any legal restrictions on Employer’s right to hire, to refuse to hire or
terminate its employees, or any federal, state or other governmental statute, regulation or ordinance, including, without limitation:
(1) the Civil Rights Act of 1964, as amended; (2) 42 U.S.C. § 1981; (3) Section 503 of the Rehabilitation Act of 1973; (4) the Fair
Labor Standards Act (including the Equal Pay Act); (5) the Americans with Disabilities Act; (6) the Age Discrimination in Employment Act
of 1967, as amended; (7) the Federal Family and Medical Leave Act; (8) the Immigration Reform and Control Act; (9) the Federal Worker
Readjustment and Retraining Notification Act; (10) the Employee Retirement Income Security Act, as amended; (11) the National Labor Relations
Act; (12) the Genetic Information Nondiscrimination Act of 2008; (13) the United States Constitution; (14) the California Constitution;
(15) the California Labor Code, including the Private Attorney General Act of 2004 (“PAGA”); (16) the California Business
and Professions Code; (17) the California Government Code; (18) the California Family Rights Act; (19) the California Pregnancy Discrimination
Act; (20) the California Wage Orders; (21) the Families First Coronavirus Response Act; and/or (22) any other provision of federal, California
state, or local statutory or common law or regulation (including whistleblower claims, claims for personal injury, invasion of privacy,
negligent hiring, retention or supervision, defamation, intentional or negligent infliction of emotional distress and/or mental anguish,
negligence, assault, battery, false imprisonment, retaliatory or wrongful discharge, and the like), which Employee now has, owns or holds,
or claims to have, own or hold, or which Employee at any time heretofore had, owned or held, or claimed to have, own or hold against any
of the Releasees up to and including, at the time of Employee’ execution of the Release.
Employee hereby releases Employee’s individual
PAGA claims and hereby waives Employee’s right to pursue non-individual representative PAGA claims including Employee’s right
to represent the State in claiming civil penalties for Labor Code violations that Employee claims Employee experienced or that any other
employee claims to have experienced. Employee recognizes that this Agreement waives Employee’s right to serve as a representative
of the State in bringing a claim on behalf of the State, and that it precludes Employee from bringing any claim for civil penalties on
behalf of the State arising out of or related to Employee’s application for employment, employment, or separation of employment
with the Company.
Without limiting the generality of the foregoing,
Employee agrees to fully release and discharge each and all of the Released Parties from any and all claims, demands, rights, and causes
of action that have been or could be alleged against any of said Released Parties (a) in connection with Employee’s employment,
the Employment Agreement any prior employment agreement, or the termination of such employment (b) in connection with any and all
matters pertaining to Employee’s employment by any of the Released Parties, including, but not limited to, any and all compensation,
salaries, wages, bonuses, commissions, overtime, monies, pay, allowances, benefits, sick pay, severance pay, paid leave benefits, penalties,
interest, damages, and promises on any and all of the above and (c) under or in connection with the state and federal age discrimination
laws.
Page 13 of 15
Waiver of Section 1542. Employee understands and
acknowledges that Employee is waiving rights under Section 1542 of the California Civil Code, which provides:
Section 1542. [Certain Claims Not Affected
By General Release.] A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist
in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement
with the debtor or released party.
Employee expressly waives and relinquishes all
rights and benefits under Section 1542 of the California Civil Code and any similar federal, state, or local law, rule, or doctrine with
respect to the claims released by this Release. Employee acknowledges that Employee may later discover facts different from or in addition
to those now known or believed to be true, but nevertheless agrees that this Release shall remain effective in all respects and shall
extend to all claims released by this Release, whether known or unknown, suspected or unsuspected.
Employee acknowledges that this Release
constitutes written notice from Employer that Employee should consult with an attorney before signing this Agreement, and Employee acknowledges
that Employee has fully discussed all aspects of this Release with Employee’s attorney to the extent Employee desires to do so.
Employee agrees that Employee has carefully read and fully understands all of the provisions of this Release and that Employee is voluntarily
entering into this Agreement.
Employee agrees that, as part of this Release,
Employee has been provided with consideration in addition to anything of value to which Employee is already entitled. Employee is advised
that, prior to waiving claims Employee may have under the Age Discrimination in Employment Act, Employee may take up to twenty-one (21)
calendar days to consider this Release before signing, and, if accepted, Employee may revoke this Release within seven (7) calendar days
after Employee signs this Release. Employee agrees that if Employee wishes to revoke this Release, Employee will notify Employer in writing,
addressed to [Name], [Address], delivered on or before the expiration of the revocation period.
In the event this Release is signed prior to the
expiration of 21 calendar days, Employee acknowledges that Employee voluntarily and knowingly agrees to waive Employee’s entitlement
to take 21 days to consider this Release for the purpose of expediting the consideration described in section 5 of the Employment Agreement.
Nothing in this Release obligates Employer or
any Released Party to offer Employee future employment. Employee acknowledges that any future application for employment, if any, will
be considered in accordance with Employer’s then-current business needs, policies, and applicable law.
Employee understands and acknowledges that, the
aforementioned consideration is not to be construed as an admission on the part of Employer or any of the Released Parties of any liability
whatsoever and that the Employer and each Released Party denies that it has engaged in any wrongdoing or has any liability whatsoever.
Except as described below, Employee agrees and
covenants not to file any suit, charge, representative action, class action or complaint against Releasees in any court or administrative
agency, with regard to any claim, demand, liability or obligation arising out of Employee’s employment with Employer or separation
therefrom. Employee further represents that no claims, complaints, charges, or other proceedings are pending in any court, administrative
agency, commission, or other forum relating directly or indirectly to Employee’s employment by the Company. Nothing in this Release
shall be construed to prohibit Employee from filing a charge or assisting others in filing a charge with or participating in any investigation
or proceeding conducted by the EEOC, the NLRB, the SEC, other U.S. government agencies, or a comparable state or local agency. Notwithstanding
the foregoing and except as described below, Employee agrees to waive Employee’s right to recover monetary damages in any charge,
complaint, or lawsuit filed by Employee or by anyone else on Employee’s behalf. Nothing in this Release limits Employee’s
right to receive a whistleblower award or bounty from the Securities and Exchange Commission or any other government agency for information
provided to that agency.
Page 14 of 15
If either party materially breaches this Release,
the non-breaching party may pursue any remedies available at law or in equity, subject to any applicable dispute-resolution provisions.
Nothing in this paragraph authorizes recovery of attorneys’ fees or costs except as otherwise provided by statute, contract, or
other applicable law.
No Restriction on Lawful Disclosures. Nothing
in this Release prohibits Employee from disclosing information as permitted or required by law, including information about unlawful acts
in the workplace. Nothing in this Release prohibits Employee from disclosing Employer’s trade secrets, proprietary information,
or confidential information only to the extent such disclosure is protected or required by applicable law. Except as so permitted or required,
Employee agrees not to use or disclose Employer’s trade secrets or other legally protectable confidential business information.
This paragraph does not restrict disclosure of factual information where a restriction would be void or unenforceable under applicable
California law.
Employee acknowledges that Employee is relying
solely upon the contents of this Release and is not relying on any other representations whatsoever of Employer or any other Released
Party as an inducement to enter into this agreement and Release.
Both Employee and Employer agree not to disparage
the other party, the other party’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to
them or their business, business reputation, or personal reputation; provided that both Employee and Employer will respond accurately
and fully to any question, inquiry, or request for information when required by legal process. Nothing in this agreement prevents Employee
from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct
that you have reason to believe is unlawful.
This Release shall be deemed to have been executed
and delivered within the State of California, and shall be construed and enforced in accordance with, and governed by, the internal laws
of the State of California. The exclusive venue for any dispute under this Release is the California Superior Court for the County
of Orange. This Release is the entire Release with respect to the subject matter hereof and supersedes all prior and contemporaneous
oral and written releases and discussions. The captions in this Release are for convenience and reference only and the words contained
therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of
this Release. This Release and the provisions contained herein shall not be construed or interpreted for or against any person or
beneficiary hereof because that person drafted or caused that person’s legal representative to draft any of its provisions.
This Release is binding upon the undersigned’s representatives, successors in interest and assigns. The provisions of this
Release are severable. Should any provision (or portion thereof) for any reason be held to be unenforceable, the remaining provisions
(or portion thereof) shall nonetheless be in full force and effect. This Release and the provisions hereof cannot be altered or
modified by a fully or partially executed oral modification, and further cannot be altered, modified or otherwise changed in any respect
except by a subsequent writing duly executed by all parties hereto or by their authorized representatives. This Release may be executed
in counterparts each of which is equally admissible in evidence, and each executed counterpart shall fully bind each party who has executed
it. A fax copy of this Release may be deemed as an original.
THE UNDERSIGNED HAS READ THE FOREGOING RELEASE
AND ACCEPTS AND AGREES TO THE PROVISIONS CONTAINED THEREIN, AND HEREBY EXECUTES IT, KNOWINGLY AND VOLUNTARILY, AND WITH FULL UNDERSTANDING
OF ITS CONSEQUENCES.
IN WITNESS WHEREOF, Employee has duly executed
and delivered this Release as of the date first above written.
“EMPLOYEE”
Barclay F. Corbus
Page 15 of 15
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: tm2612417d1_ex10-2.htm · Sequence: 3
Exhibit 10.2
Transition, Consulting and Release Agreement
Company: Clean Energy Fuels Corp., a Delaware corporation
Consultant: Andrew J. Littlefair
Employment Separation Date: April 22, 2026
Consulting Commencement Date: April 22, 2026
Consulting Term: Three (3) years beginning on the Consulting Commencement Date
This Transition, Consulting and Release Agreement (this “Agreement”)
is entered into as of April 22, 2026 (the “Effective Date”), by and between Clean Energy Fuels Corp., a Delaware corporation
(the “Company”), and Andrew J. Littlefair (“Consultant”). This draft is designed as a California-oriented combined
transition, consulting, board-service acknowledgment, and release agreement.
1. Parties and Recitals
1.1. Consultant currently serves as the Company’s President and
Chief Executive Officer pursuant to that certain Amended and Restated Employment Agreement
dated December 31, 2015 (the “Prior Employment Agreement”). The parties
desire to transition Consultant from employee status to a non-employee strategic advisory
and government-relations role, with Consultant also expected to continue to serve as a member
of the Company’s Board of Directors following the Effective Date, subject to re-election
by the Company’s stockholders at the upcoming annual stockholders meeting.
1.2. The parties further desire to resolve, effective as of the Separation
Date, all matters relating to Consultant’s employment separation. The Company’s
independent Compensation Committee has reviewed and approved the terms of this Agreement
and the related compensation arrangements described herein, and the Board has approved this
Agreement and Consultant’s transition to the advisory role contemplated by this Agreement.
The parties acknowledge that the consulting relationship described in this Agreement is intended
to be an independent contractor relationship and not continued employment. The parties also
acknowledge that Consultant will not be entitled to any “Severance Benefits”
as that term is defined in the Prior Employment Agreement.
2. Definitions - For purposes of this Agreement:
2.1. “Board” means the Company’s Board of Directors.
2.2. “Cause” means Consultant’s: (a) material
act of fraud, embezzlement, or dishonesty against the Company; (b) conviction of, or
plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude; (c) willful
refusal, after a written notice that specifically identifies this provision and fifteen (15)
days to cure if curable, to perform material Consulting Services required by Exhibit A;
or, (d) material breach of Section 7, Section 8, Section 9.1 or 9.2 of
this Agreement.
Page 1 of 14
2.3. “Consulting Commencement Date” means the day immediately
following the Separation Date, unless the parties specify a later date in writing.
2.4. “Consulting Term” means the period beginning on the
Consulting Commencement Date and continuing for three years. For the avoidance of doubt,
the Consulting Term shall end after three years. Nonrenewal of the Consulting Agreement will
not trigger any severance-like payments or benefits. The Company’s obligation to make
any payments of any kind to Consultant will cease at the end of the Consulting Term.
2.5. “Release Effective Date” means the eighth (8th) day
after Consultant signs the Supplemental Mutual Release attached as Exhibit B, provided
Consultant does not revoke it.
2.6. “Separation Date” means April 22, 2026, which will
be Consultant’s last day of employment with the Company and all subsidiaries and affiliates.
3. Separation From Employment – No Severance Benefits Owed
3.1. Consultant’s employment with the Company will end on the Separation
Date. Effective as of the Separation Date, Consultant will resign from all officer and employee
positions with the Company and its affiliates, and will execute customary resignation documents
reasonably requested by the Company to reflect that transition.
3.2. Except as expressly preserved by this Agreement, the Prior Employment
Agreement will terminate as of the Separation Date and have no further force or effect.
3.3. Nothing in this Agreement is intended to waive wages or vested benefits
that are required to be paid as of the Separation Date under California law. For the avoidance
of doubt, Consultant is not entitled to any “Severance Benefits” as that term
is defined in the Prior Employment Agreement.
4. Separation Consideration and Transition
4.1. Accrued compensation. Irrespective of whether Consultant
signs the Supplemental Mutual Release, on or before the Separation Date or within the time
required by applicable law, the Company will pay Consultant all accrued but unpaid salary
through the Separation Date, all unreimbursed business expenses properly incurred before
the Separation Date, and the cash-out value of accrued and unused vacation/PTO required to
be paid under California law.
Page 2 of 14
4.2. Bonus and COBRA Payments. Subject to Consultant’s timely
execution, delivery, and non-revocation of this Agreement and the Supplemental Mutual Release
attached as Exhibit B, the Company will provide the following transition consideration:
4.1.1 2026 annual bonus. Consultant shall receive a bonus for 2026 in
an amount equivalent to what Consultant would have received as an annual performance bonus
(based on the criteria applicable for 2026 without any pro-ration) had Consultant remained
as the Chief Executive Officer through the end of 2026 in accordance with certain financial
and operational objectives determined in the sole discretion of the Compensation Committee
of the Board. Under no circumstances will Consultant’s 2026 bonus be more than one
hundred and fifty percent (150%) of Consultant’s base salary in 2025. Consultant’s
2026 Bonus shall be paid no later than March 15, 2027.
4.1.2 Benefits transition. In lieu of continued employee-plan participation
after the Separation Date, the Company will provide Consultant a taxable monthly transition-benefits
stipend equal to $5,000 per month during the first eighteen (18) months of the Consulting
Term (for an aggregate of ninety-thousand dollars ($90,000)); provided, however, that the
parties may instead implement the first eighteen (18) months of this obligation through COBRA
premium reimbursement to the extent administratively feasible. In addition, the Company will
continue to pay Consultant’s annual life insurance premiums for five years in the amount
of forty-three thousand, four hundred and eighty-five dollars ($43,485.00) per year for a
maximum of two-hundred and seventeen thousand, four hundred and twenty-five dollars ($217,425.00).
4.3. Board compensation. Consultant will be eligible for compensation
under the Company’s then-current non-employee director compensation program for so
long as Consultant is serving as a director on the Board.
4.4. Existing and new equity. As of the Separation Date, Consultant
holds both vested and unvested equity awards with respect to the Company’s common stock
that were granted to Consultant as part of Consultant’s consideration for his employment
as the Company’s President and Chief Executive Officer (the “Outstanding Equity
Awards”). Pursuant to the terms of the Outstanding Equity Awards, the Outstanding Equity
Awards will remain outstanding and eligible to vest and remain exercisable during the entirety
of Consultant’s continued service as either a consultant to the Company or a member
of the Board (i.e., there will be no forfeiture of any Outstanding Equity Awards on the Separation
Date or otherwise as a result of Consultant’s transition from a full-time executive
to a non-employee service provider). On or prior to the Separation Date, Consultant will
receive a new grant of restricted stock units under the Company’s Amended and Restated
2024 Performance Incentive Plan in consideration of Consultant’s provision of services
as a consultant (the “Consulting Equity Award”). The Consulting Equity Award
will have a grant date value equal to $1,000,000 and will vest in three substantially equal
annual installments on each of the first three anniversaries of the Separation Date, subject
to Consultant’s continued provision of services on each vesting date (and with full
accelerated vesting should Consultant die prior to the expiration of the Consulting Term).
The Consulting Equity Award will be granted pursuant to the Company’s form restricted
stock unit award agreement used under the Amended and Restated 2024 Performance Incentive
Plan and will be subject to all of the terms of such award agreement.
Page 3 of 14
5. Consulting Appointment and Independent Contractor Status
5.1. Beginning on the Consulting Commencement Date, and provided this
Agreement has become effective, the Company retains Consultant, and Consultant accepts such
retention, as an independent contractor consultant to provide the Consulting Services described
in Exhibit A. Consultant shall report directly to the Board. The parties intend to create
an independent contractor relationship, with Consultant controlling the manner, means, sequence,
timing, and location of performance of the Consulting Services, subject only to the service
standards, deliverables, deadlines, confidentiality obligations, securities-law restrictions,
and conflict limitations expressly set forth in this Agreement.
5.2. Consultant is not required to devote full time to the Consulting
Services and may engage in other business activities so long as they do not create a material
conflict of interest, violate this Agreement, or materially interfere with timely performance.
Consultant will not be eligible for employee benefit plans after the Separation Date except
as expressly described in this Agreement, and will not be entitled to workers' compensation
coverage, unemployment insurance, paid sick leave, vacation accrual, or other employee-status
benefits arising after the Separation Date.
5.3. Consultant will have no authority to bind the Company to any contract,
transaction, or other legal obligation, or to direct the day-to-day activities of Company
employees, except to the extent expressly authorized in a separate writing by the Company.
5.4. Except to the extent the Company elects to provide administrative
support under this Agreement, Consultant will provide Consultant's own tools, equipment,
assistants, and work location. Consultant will be responsible for all taxes arising from
payments made for Consulting Services, including estimated taxes and any self-employment
taxes, and the Company may issue IRS Form 1099 for Consulting Services.
6. Consulting Compensation
6.1 Base Consulting Retainer. During the Consulting Term, the Company
will pay Consultant a base consulting retainer at the rate of $750,000 per twelve (12)-month
period, payable in substantially equal monthly installments of $62,500, in arrears, beginning
on the last business day of the first full month following the Consulting Commencement Date.
6.2 Expenses. The Company will reimburse Consultant for reasonable
and documented out-of-pocket business expenses actually incurred in connection with the Consulting
Services, consistent with reimbursement procedures and guidelines established by the Company’s
Compensation Committee. More specifically, after receiving input from Consultant, the Compensation
Committee will provide an annual expense budget for Consultant’s services. Consultant
shall submit all expense reimbursement requests directly to the Compensation Committee.
Page 4 of 14
6.3 Board Service.
6.3.1 Board service, if any, is separate from the Consulting Services.
Nothing in this Agreement guarantees election or continued service as a director, which remain
subject to the Company's governing documents, stockholder rights, Board determinations, and
applicable law.
6.3.2 Compensation for Board service will be governed exclusively by
the Company’s non-employee director compensation arrangements (the “Directors’
Compensation Policy”) and the applicable equity award agreements, not by the consulting
provisions of this Agreement.
7. Confidentiality, Company Property, Cooperation
7.1. Consultant will continue to protect the Company’s trade secrets,
confidential information, and proprietary information and will not use or disclose such information
except as necessary to perform the Consulting Services or Board duties, as otherwise authorized
in writing by the Company, or as required by law. Nothing in this Agreement prohibits Consultant
from discussing or disclosing information about unlawful acts in the workplace, such as harassment
or discrimination, or any other conduct Consultant has reason to believe is unlawful, or
from communicating with any government agency as protected by law.
7.2. Upon or promptly after the Separation Date, Consultant will return
all Company property in Consultant's possession or control, except for materials reasonably
needed to perform the Consulting Services or Board duties and expressly approved by the Company.
During the Consulting Term and for a reasonable period thereafter, Consultant will provide
reasonable cooperation with respect to transition matters, litigation, regulatory matters,
and investor, commercial, or government-relations matters relating to periods during which
Consultant served as an employee, officer, or consultant, provided the Company reimburses
reasonable out-of-pocket expenses and, after the Consulting Term, compensates Consultant
at a mutually agreed hourly rate for material time commitments.
8. Intellectual Property
To the maximum extent permitted by California Labor Code section 2870
and other applicable law, any reports, memoranda, presentations, analyses, strategies, talking points, work product, inventions, discoveries,
or other materials conceived, created, or developed by Consultant in the course of performing the Consulting Services for the Company
and using Company confidential information or relating directly to the Company’s business (“Work Product”) will be
owned by the Company. Consultant assigns to the Company all right, title, and interest in such Work Product and will reasonably cooperate
in documenting or perfecting that ownership. This Section does not apply to any invention or development that qualifies under California
Labor Code section 2870.
Page 5 of 14
9. Compliance and Conflicts
9.1 Consultant will perform the Consulting Services in compliance with
applicable law, including securities laws, lobbying laws, gift rules, and government ethics
restrictions. Consultant will not register as a lobbyist or engage in lobbying activity on
the Company's behalf unless the Company specifically authorizes such activity in writing
and the parties agree on an appropriate compliance protocol.
9.2 Consultant will promptly disclose any actual conflict of interest
or material potential conflict of interest relating to the Consulting Services or Board service.
Consultant may serve other entities, including for-profit entities, so long as doing so does
not materially conflict with Consultant's obligations to the Company.
9.3 The parties agree that this Agreement does not contain, and will not
be interpreted to create, any post-service noncompetition covenant, customer nonsolicitation
covenant, or employee nonsolicitation covenant to the extent prohibited by California law.
Nothing in this Agreement limits the Company’s rights to protect trade secrets, confidential
information, or other rights otherwise permitted by law.
10. Term and Termination
The Consulting Term will continue for a total of three years unless
earlier terminated earlier as provided below:
10.1 Termination for Cause: The Company may terminate the Consulting
Term immediately for Cause upon written notice. If the Company terminates for Cause, Consultant
will be entitled only to: (a) unpaid consulting fees and reimbursable expenses earned
through the date of termination; (b) any vested Board compensation payable under the
Directors’ Compensation Policy and (c) any vested benefits pursuant to the applicable
agreements governing any outstanding equity awards (collectively, the “Accrued Rights”).
10.2 Consultant Resignation: Consultant may resign the consulting
engagement upon thirty (30) days’ written notice. If Consultant resigns for any reason,
Consultant will be entitled only to the Accrued Rights.
10.3 Death: The Consulting Term will terminate automatically upon
Consultant’s death. Upon termination due to Consultant’s death, the Company will
pay or provide the Accrued Rights, and continue payment of the base consulting retainer for
the remainder of the term that would have applied absent the early termination due to the
Consultant’s death.
11. Release of Employment-Related Claims
Consultant’s release is set forth in Exhibit B. Subject
to the carve-outs in Exhibit B, Consultant will release claims arising from or relating to Consultant’s previous employment,
the separation from employment, and events occurring on or before the date Consultant signs the Release.
Page 6 of 14
12. Indemnification and D&O Coverage
Nothing in this Agreement limits Consultant’s rights to indemnification,
advancement of expenses, or insurance coverage under the Company’s certificate of incorporation, bylaws, indemnification agreements,
applicable law, or directors’ and officers’ liability insurance policies, with respect to acts or omissions occurring during
Consultant's service as an employee, officer, director, or consultant.
13. Dispute Resolution
Except for claims that cannot lawfully be required to arbitration
and requests for temporary or preliminary injunctive relief relating to confidentiality, trade secrets, or intellectual property, any
dispute arising out of or relating to this Agreement will be resolved by binding arbitration before JAMS in Orange County, California,
before a retired California judge, under the then-current JAMS employment or comprehensive rules as appropriate to the claim. The
arbitrator will have authority to award any remedy available under applicable law and this Agreement, except that the arbitrator may
not rewrite the Agreement. Nothing in this section is intended to limit Consultant's ability to file an administrative charge or complaint
with a governmental agency, although claims seeking personal monetary recovery that are legally arbitrable will be arbitrated to the
extent permitted by law.
14. Miscellaneous
14.1 Notices. Notices under this Agreement will be in writing and
delivered by personal delivery, reputable overnight courier, or email with confirmation of
transmission, to the addresses last designated by the parties in writing.
14.2 Assignment. Consultant may not assign this Agreement without
the Company's written consent, except to Consultant’s estate for purposes of receiving
amounts due after death. The Company may assign this Agreement to a successor in connection
with a merger, sale of substantially all assets, or similar transaction, provided the successor
assumes the Company's obligations.
14.3 Governing law. This Agreement will be governed by California
law, without regard to conflict-of-law principles, except to the extent superseded by federal
law.
14.4 Severability and reformation. If any provision is held unenforceable,
the remainder will remain in effect to the maximum extent permitted by law. Any provision
that is unlawful under California law will be construed only to the minimum extent necessary
to comply with law and, if not capable of lawful construction, severed.
14.5 Entire agreement. This Agreement, together with the separate
equity award documents, Directors’ Compensation Policy, indemnification documents,
and any surviving provisions expressly referenced herein, states the entire agreement regarding
the subject matter covered here and supersedes prior oral or written understandings regarding
that subject matter.
Page 7 of 14
14.6 Counterparts; electronic signatures. This Agreement may be
executed in counterparts, each of which will be deemed an original, and signatures transmitted
electronically will be treated as originals.
CLEAN ENERGY FUELS CORP.
By:
/s/ Stephen Scully
Name:
Stephen Scully
Title:
Chairman of the Board
Date:
April 22, 2026
CONSULTANT
Andrew J. Littlefair
Signature:
/s/ Andrew J. Littlefair
Date:
April 22, 2026
Page 8 of 14
Exhibit A – Consulting Services
and Performance Objectives
The Consulting Services are intended to be strategic, senior-level
advisory services and not day-to-day operational management.
1. Advise the Board, Chair, Chief Executive Officer, and other senior leaders
on strategic industry, regulatory, and government-relations matters involving renewable fuels,
transportation decarbonization, and related public policy topics.
2. Assist with transition of key external relationships, including investors,
strategic partners, trade associations, and government stakeholders.
3. Attend reasonable meetings with the Board, senior management, investors,
customers, regulators, or government stakeholders, in person or remotely, as requested on
reasonable advance notice.
4. Provide strategic advice regarding policy developments, legislative and
regulatory initiatives, and public-affairs opportunities and risks.
5. Support continuity and transition of institutional knowledge related to
major commercial, financing, regulatory, and public-Company matters.
6. Provide such other advisory services as are mutually agreed in writing
from time to time, provided those services remain consistent with an independent contractor
role.
Page 9 of 14
Exhibit B – Supplemental Mutual
Release
This Supplemental Mutual Release (this “Release”)
is being executed and delivered by Andrew J. Littlefair (“Consultant”) pursuant to that certain Transition, Consulting and
Release Agreement by and between Clean Energy Fuels Corp., a Delaware corporation (the “Company”), and Consultant (the “Agreement”).
Consultant and the Company (each a “Releasing
Party” and together the “Releasing Parties”), intending to be legally bound and for good and valuable consideration,
including the consideration described in the Agreement, and conditioned upon and subject to the receipt of such consideration, hereby
agree as follows:
1. Mutual Release of Claims
(a) Consultant’s Release. Consultant,
on behalf of Consultant and Consultant’s heirs, representatives, successors, and assigns,
hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company
and any of its current and former parents, subsidiaries, affiliates, predecessors, successors,
assigns, benefit plans, and each of their respective current and former officers, directors,
employees, agents, insurers, attorneys, representatives, consultants, independent contractors,
and all persons acting by, through, under, or in concert with any of them (collectively,
the “Company Released Parties”), or any of them, from any and all charges, complaints,
claims, liabilities, obligations, promises, agreements, controversies, damages, actions,
causes of action, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’
fees and costs actually incurred), of any nature whatsoever, whether known or unknown, suspected
or unsuspected, fixed or contingent, which Consultant now has, owns, or holds, or claims
to have, own, or hold, or at any time previously had, owned, or held, or claimed to have,
own, or hold, against any of the Released Parties, arising out of or relating to facts, events,
acts, omissions, or circumstances occurring on or before the date Consultant signs this Release,
including, without limitation, any and all claims arising out of or relating to Consultant’s
recruitment, hire, employment, compensation, benefits, equity, service as an officer, employee,
director, or consultant, separation from employment, transition to consulting or Board service,
or any other relationship with the Company or any Company Released Party.
(b) Company’s Release. The Company,
on behalf of itself and its subsidiaries hereby irrevocably and unconditionally releases,
acquits, and forever discharges Consultant from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’
fees and costs actually incurred), of any nature whatsoever, whether known or unknown, suspected
or unsuspected, fixed or contingent, which Company now has, owns, or holds, or claims to
have, own, or hold, or at any time previously had, owned, or held, or claimed to have, own,
or hold, against Consultant. For purposes of this Release, “Released Parties”
means both the Company Released Parties and the Consultant as applicable.
Page 10 of 14
2. Included Claims
Without limiting the generality of the foregoing,
Consultant’s release includes, without limitation, claims arising under or relating to: Title VII of the Civil Rights Act of 1964,
as amended; 42 U.S.C. section 1981; the Rehabilitation Act of 1973; the Fair Labor Standards Act, including the Equal Pay Act; the Americans
with Disabilities Act; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Family and Medical Leave
Act; the Immigration Reform and Control Act; the Worker Adjustment and Retraining Notification Act; the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) (other than claims for vested benefits under applicable plans); the National Labor Relations
Act; the Genetic Information Nondiscrimination Act; the United States Constitution; the California Constitution; the California Labor
Code, including the California Private Attorneys General Act of 2004 (“PAGA”), to the extent legally waivable; the California
Business and Professions Code; the California Government Code; the California Fair Employment and Housing Act; the California Family
Rights Act; the California Equal Pay Act; the California Pregnancy Disability Leave Law; applicable California Industrial Welfare Commission
Wage Orders; and any other federal, state, or local statute, regulation, ordinance, common law, or equitable theory, including any claims
for wrongful termination, retaliation, discrimination, harassment, failure to accommodate, failure to engage in the interactive process,
whistleblowing, defamation, invasion of privacy, negligent hiring, retention, or supervision, emotional distress, personal injury, bonus,
commission, wages, vacation, severance, penalties, interest, or benefits. The Company’s release includes, without limitation, any
and all claims arising under any federal, state, or local statute, regulation, ordinance, common law or equitable theory.
3. PAGA Waiver
To the maximum extent permitted by law, Consultant
hereby releases Consultant’s individual claims for civil penalties and other relief under PAGA arising out of or relating to Consultant’s
application for employment, employment, compensation, or separation from employment with the Company. Consultant further waives, to the
fullest extent permitted by law, Consultant’s right to seek or recover individual relief, representative relief, or civil penalties
on a representative basis under PAGA for claims based on facts occurring on or before the date Consultant signs this Release.
4. Excluded Claims and Protected Rights
Notwithstanding anything to the contrary in this
Release, this Release does not release, waive, or affect: (a) claims for vested benefits under the terms of applicable employee
benefit plans; (b) claims for indemnification, advancement, or coverage under any indemnification agreement, the Company’s
organizational documents, directors’ and officers’ liability insurance, or applicable law; (c) claims arising after
the date Consultant signs this Release; (d) any claim that cannot lawfully be waived or released; (e) Consultant’s right
to challenge the validity of any waiver of claims under the ADEA; (f) Consultant’s right to file a charge, report, or complaint
with, communicate with, participate in an investigation or proceeding conducted by, or provide information to any federal, state, or
local governmental or regulatory agency, including the EEOC, NLRB, SEC, or any similar agency, although Consultant waives, to the fullest
extent permitted by law, any right to recover personal monetary damages or other personal relief based on claims released by this Release;
(g) Consultant’s right to receive a whistleblower award or bounty from the SEC or any other government agency to the extent
permitted by law; (h) unemployment insurance, workers’ compensation, or state disability insurance rights; or (i) wages
already paid or amounts the Company is required by law to pay regardless of this Release. The Company’s release does not release
any claim arising from any obligation of Consultant under the Agreement.
Page 11 of 14
5. No Pending Claims; Covenant Not to Sue
Except as expressly permitted by Section 4
above, each Releasing Party represents that it has not filed, and agrees not to file, any suit, charge, complaint, arbitration demand,
representative action, class action, or other proceeding against any Released Party with respect to claims released by this Release.
Consultant further represents that no claims, complaints, charges, or other proceedings are pending in any court, administrative agency,
commission, arbitration forum, or other tribunal relating directly or indirectly to Consultant’s employment, service, compensation,
or separation from the Company. Nothing in this Release prohibits Consultant from filing a charge or participating in an investigation
or proceeding by a governmental agency as described in Section 4.
6. California Civil Code Section 1542 Waiver
Each Releasing Party understands and acknowledges
that it may later discover facts different from or in addition to those it now knows or believes to be true with respect to the matters
released in this Release, but each Releasing Party expressly agrees that this Release shall remain effective in all respects notwithstanding
such different or additional facts. Each Releasing Party expressly waives and relinquishes all rights and benefits under California Civil
Code section 1542, which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Each Releasing Party also waives any similar
provision of federal, state, or local law, rule, or doctrine to the fullest extent permitted by law.
7. No Prohibition on Lawful Disclosures
Nothing in this Release or the Agreement prohibits
Consultant from discussing or disclosing information as permitted or required by law, including information about unlawful acts in the
workplace, such as harassment, discrimination, retaliation, wage-and-hour violations, or any other conduct Consultant has reason to believe
is unlawful. Nothing in this Release prohibits Consultant from disclosing trade secrets or confidential information to the extent such
disclosure is protected under applicable whistleblower laws or the Defend Trade Secrets Act, including 18 U.S.C. section 1833.
Page 12 of 14
8. Review Period; Revocation
Consultant acknowledges that this Release constitutes
written notice by the Company advising Consultant to consult with an attorney before signing this Release. Consultant has been given,
pursuant to the ADEA/Older Workers Benefit Protection Act, twenty-one (21) calendar days to consider this Release before signing it.
Consultant may sign this Release earlier voluntarily. If Consultant signs this Release, Consultant may revoke this Release within seven
(7) calendar days after signing it by delivering written notice of revocation to the Company so that it is received before the expiration
of that seven-day period.
9. Additional Consideration
Consultant acknowledges that the consideration
provided in exchange for this Release is in addition to anything of value to which Consultant is already entitled. Consultant further
acknowledges that the Company’s agreement to provide any benefits described in the Agreement is expressly conditioned on Consultant’s
execution, delivery, and non-revocation of this Release.
10. No Assignment
Each Releasing Party represents that it has not
assigned or transferred, or purported to assign or transfer, any claim released by this Release.
11. No Admission
Each Releasing Party agrees that neither this
Release nor the furnishing of the consideration referenced in the Agreement shall be deemed or construed as an admission by either Releasing
Party or any Released Party of any liability or unlawful conduct of any kind.
12. Knowing and Voluntary
Consultant acknowledges that Consultant has carefully read this Release;
fully understands its terms; understands that Consultant is giving up substantial rights, including the right to sue; has had the opportunity
to consult with counsel of Consultant’s choosing; is entering into this Release knowingly, voluntarily, and without coercion; and
is not relying on any representation other than those expressly set forth in the Agreement and this Release.
13. Governing Law; Severability; Entire Release
This Release shall be governed by and construed
in accordance with the laws of the State of California, without regard to conflict-of-laws principles, except to the extent superseded
by federal law. If any provision of this Release is held invalid or unenforceable, the remaining provisions shall remain in full force
and effect to the fullest extent permitted by law. This Release is the entire agreement of the parties with respect to the subject matter
of this Release and may be modified only by a written agreement signed by Consultant and an authorized representative of the Company.
Page 13 of 14
14. Counterparts and Electronic Signatures
This Release may be executed in counterparts, each of which shall
be deemed an original, and signatures transmitted electronically shall be treated as originals.
CONSULTANT
Andrew J. Littlefair
Signature:
Date:
COMPANY
Clean Energy Fuels Corp.
By:
Name:
Title:
Date:
Page 14 of 14
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2612417d1_ex99-1.htm · Sequence: 4
Exhibit 99.1
Clay Corbus named
President and CEO of
Clean Energy
Fuels Corp.
Clean Energy’s
President and CEO, Clay Corbus.
Newport Beach,
Calif. – April 23, 2026 – Clean Energy Fuels Corp. (NASDAQ: CLNE) today announced that its Board of Directors
has appointed Clay Corbus as President and Chief Executive Officer, effective immediately. Corbus also joins Clean Energy’s board
as he succeeds Andrew Littlefair, Clean Energy’s co-founder and CEO who has been at the helm of the company for 30 years. Littlefair
will transition from his executive role to serve the company as a non-employee government relations consultant. He will continue to serve
on Clean Energy’s Board of Directors.
“The Board
is pleased to appoint an executive of Clay’s caliber to lead Clean Energy as President and CEO. His diverse experience both within
and outside of Clean Energy, especially his ability to craft strategies for the future, will allow him to bring a fresh approach to the
company, with a focus on growth and delivering long-term value,” said Clean Energy Board of Directors Chairman, Stephen Scully.
“On behalf of the board, I want to recognize Andrew’s vision to start a company that has had such a positive impact on the
country. He has played a big role in advancing the overall alternative fuels industry and leading Clean Energy’s growth over three
decades.”
Corbus brings 19
years of experience at Clean Energy to the new role, having held several senior executive positions including leading the development
of the company’s corporate strategy, overseeing all M&A activities and capital-raising initiatives, and most recently managed
Clean Energy’s growing RNG production and distribution businesses. Previously, Corbus was Co-CEO of the investment bank WR Hambrecht
+ Co. (Clay Corbus biography)
“I’m
honored to step into the role of CEO and am grateful to the board for its confidence in me,” said Clay Corbus. “I especially
want to thank Andrew for his leadership and for building such a strong foundation. I’m excited to tap into the strong existing
leadership bench at Clean Energy to formulate a plan for the company’s future and work with the entire talented, hardworking team
as we continue to grow our renewable natural gas platform, serve our fleet customers, and take the company to the next level.”
“Co-founding
Clean Energy with Boone Pickens and leading it through decades of growth has been a great privilege. I’m incredibly proud of what
we’ve built and I’m confident we have the right leader in Clay to advance the company during this exciting period of the
heavy-duty transportation market’s transition to alternative fuels. He has my full support,” said Andrew Littlefair.
Clay Corbus
Biography – President and CEO, Clean Energy
Mr. Corbus serves
as Clean Energy’s President and CEO. With nearly 20 years of experience on the company’s senior leadership team, he has developed
corporate strategy, executed growth opportunities, overseen all M&A activities and capital-raising initiatives, and led Clean Energy’s
RNG production and distribution businesses.
Previously, he
served as Co-CEO of WR Hambrecht + Co, the firm that managed Clean Energy’s 2007 IPO. Earlier in his career, he worked at Donaldson,
Lufkin & Jenrette, beginning in 1989. He graduated from Dartmouth College with an AB in Government and holds an MBA in Finance from
Columbia University. Mr. Corbus currently serves as a director of Bed, Bath and Beyond and is a trustee of the College of the
Atlantic. He has previously served on the boards of Alaska Energy and Resources Co., Niman Ranch, WR Hambrecht + Co, and Goodwill
of San Francisco.
About Clean
Energy
Clean Energy Fuels
Corp. is the country’s largest provider of the cleanest fuel for the transportation market. Our mission is to decarbonize transportation
through the development and delivery of renewable natural gas (RNG), a sustainable fuel derived by capturing methane from organic
waste. Clean Energy allows thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their
amount of climate-harming greenhouse gas. We operate a vast network of fueling stations across the U.S. and Canada as well as RNG
production facilities at dairy farms. Visit www.cleanenergyfuels.com and follow @ce_renewables on X and LinkedIn.
Forward-Looking
Statements
This news release
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended, that involve risks, uncertainties and assumptions, including without limitation statements
about Clean Energy’s leadership transition, and plans, beliefs, and expectations related thereto. Actual results and the timing
of events could differ materially from those anticipated in these forward-looking statements. The forward-looking statements made herein
speak only as of the date of this press release and, unless otherwise required by law, Clean Energy undertakes no obligation to publicly
update such forward-looking statements to reflect subsequent events or circumstances. Additionally, the reports and other documents Clean
Energy files with the SEC (available at www.sec.gov) contain risk factors, which may cause actual results to differ materially
from the forward-looking statements contained in this news release.
Clean Energy media contact:
Kimberly Fleer
1-949-437-1447
kimberly.fleer@cleanenergyfuels.com
Gary Foster
1-949-437-1113
gary.foster@cleanenergyfuels.com
Clean Energy investor contact:
Thomas Driscoll
1-949-437-1191
thomas.driscoll@cleanenergyfuels.com
##
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